Ties of Friendship
by Corona 1
Summary: AU/movie. A teenage girl meets up again with a very old friend. only, her friend is in danger from an organisation thought to be destroyed, and so is she. TF/DW crossover, sort of. rated T for safety.
1. plot

hello there all! This is something that came into my head while reading the brilliant fic 'Madness' created by KD Zeal. In fact, it stars her character. Once again, the Professor makes an appearance (if you read through many of my other fics, you'll find this is a common occurence), only this time, she herself is in danger. What will happen? Read on to find out.

Disclaimer: I don't own Transformers. Only wish I did. Rhianna belongs to KD Zeal, who very kindly let me borrow her for this fic. i'll give her back in one piece, promise!

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The sun shone down on the busy state of LA, as it always did. The streets were bustling with people and traffic, as they always were. The beaches were lined with holiday-makers and sunbathers as far as the eye could see. As usual. In fact, nothing about that day made it different from any other day. Except for the fact that nothing was as it had been. People acted as normal as they could, but they constantly had the niggling thoughts and recognitions. They looked at each vehicle that passed, wondering; they watched ever vending machine they walked by, hoping, hoping and praying that what happened in Mission City was the end of it. But one girl had worries all of her own.

The street Rhianna Westcot came into had not changed in the past eleven years. She felt the warm feeling of recognition as she approached one house, hand instinctly reaching for the doorknob. It hovered over the handle as a different feeling washed over her. One of cold grief. This was her parents' house. They had died when she was just six years old, leaving her alone in the world with only her aunt and uncle to bring her up. She didn't like to use the term 'care for', they didn't. Or, at least, her uncle didn't. With a sigh, she reached into her back pocket, pulling out the one silver key she had taken from her aunt and uncle's room while they had been out. Slipping it into the lock, she turned it, smiling when she heard the satisfying click resound from within.

"This is home sweet home. Not back there," she sighed as she dumped her filled rucksack on the linen covered coffee table. Nothing had changed. Everything was still as it had been. Curious, she ran up the stairs, wine-brown eyes widening in joy. Her room was the same, though much tidier (there was hardly anything in it). She flopped down on the small bed, staring gleefully out of the window. She was happier now that she had escaped them. This was her home.

An hour had passed. Rhianna lay on the mattress of the bed, thinking. There had been someone else in her life. Someone who always helped her with trivial things; fixing a toy, helping with homework. Someone she had wanted to see for a long time, ached to know where she had been, what she had done. Rhianna knew for a fact that her friend was more than she appeared to be. Her parents had known her very well. In fact, they had been travelling companions of hers before they had decided to settle down and start a family. She had visited countless times. They all had known that she wasn't even human; she was a being from another planet far from the one she knew. She was the best friend she had ever had. And now, she waited in her parents' house for the familiar rasping rise and fall of an ancient engine, or a telephone call asking her to meet up with her friend. It had been several months now, almost half a year, since the last time they had seen each other. She sighed. The Professor was the only thing that had really kept her going. Her life was no longer normal since the death of her parents and the start of her new life with her abhorred aunt and uncle. She turned from the window, closing her eyes as a familiar figure appeared in the driveway.

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Great, she had fallen asleep. There wasn't much else to do, really. In hindsight, running to her parents' old house was probably not the best idea she had had. If they were looking for her, they would know exactly where to look. Besides, being here made her nostalgic. What was that? A chink, as of something small hitting her window. There it was again! Curious, she stood from her bed, crossing the short distance between it and her window in two strides. She peered down into the drive way. Her brown eyes almost shone a wine-red, a bright smile breaking across her face. The figure of a woman stood in the driveway, bright green eyes shining in the sunlight, giving them a light of their own. Her shoulder length blonde hair and ankle reaching black cotton coat flowed in the breeze. She smiled up at her, eyes twinkling. The dark-haired teenager ran from her room, appearing again a few seconds later at the front door.

"Professor!!" she cried, running and leaping into the older woman's arms. The Professor chuckled, enveloping her in a warm embrace.

"Hello again, my dear."

The quiet, empty house seemed to come alive the moment the Professor stepped inside. She smiled sadly as she looked at the house, the brightness of her eyes dimming in remembrance. It had held many happy times. Shaking her head she turned to the teenager.

"So how have you been fairing, my girl?"

"Oh, you know. Good." Even though she smiled, the Professor remained unconvinced. Her level of psychic training being one of the best on Gallifrey, her home planet, she saw immediately what the teenager was trying to hide.

"He hurt you again, didn't he? Honestly, Rhianna, if only you would let me 'talk' some sense into that uncle of yours…"

"I don't want you to get hurt." The woman stopped her rant short before anything more was said. Placing a hand on her young friend's shoulder, she rubbed it softly. Rhianna looked up into the bright, deep eyes of her friend, and smiled. The Professor understood her perfectly. She understood what loss felt like, for she herself had lost everything; her family, her home, her race, everything. Rhianna could see it in her eyes, throwing herself into another embrace.

"Oh, my dear Rhianna. Forgive my slight blunder there. You know what I'm like, especially when I let this go." She pointed to her lips. Rhianna laughed, pulling her into the sitting room.

"So, what have you been up to the past six months?" The Professor smiled, recognising the change in subject.

"Oh, you know; this and that. Stopped a couple of invasions, halted a week old battle, saved the Earth more times than I care to mention. The usual, really." Rhianna laughed, unable to do anything else. "What about you?"

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While they talked, caught up on last time, elsewhere the remaining agents of a secret organisation were stirring. They had been tracing someone for a while, making note of where they appeared, whether they were alone, what their habits were and whether they would be of any use to them.

"Simmons. Report." The black bereted agent leapt from his seat, saluting.

"Good news, sir. We found her."

"Where?"

"South Woodland Hills, sir. And she's not alone. There's another with her."

"That's not too far away from where we are based. Bring them both in. we can't afford to lose this opportunity." Simmons saluted, calling for a group of agents gathered nearby to follow him. Banachek turned to a table nearby, looking over failed plans. He looked over the image of their first test subject. NBE-1, coming to be known as Megatron.

"She may not have been anything quite like you, but she may be as useful." He looked to the picture of the giant cube like Allspark. Next to it stood a vial of light blue liquid. "And we'll have to see how she'll react to you."

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And that, dear friends, is chapter 1. Hope you all enjoyed it. And, once again, many thanks to KD Zeal for loaning Rhianna to me. Thanks dude!


	2. run

Hey there! I'm really glad y'all seem to be enjoying this. This one is a bit faster in pace.

Disclaimer: I only own the Professor. The TARDIS, Sonic Screwdriver and all other things DW related belong to the BBC. Everything to do with Transformers belongs to HasTak and Bay. Rhianna belongs to KD Zeal. I'm just borrowing.

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The late afternoon sun cast its deep, burnt orange glow across the hillside, elongating shadows and giving everything a soft appearance. Rhianna felt happy, happier than she had done in a while. Her best friend was by her side, she was in her haven, and everything seemed perfect. She looked to the Professor's smiling face, feeling relaxed. Until she saw the expression change from cheerful and bright to dark and stern.

"Professor? What's the matter?" Rhianna asked, watching her friend pace to the window, peering outside.

"We have to go. Now."

"Why?" She didn't like the tone of voice. She was used to the Professor being cheerful. If she was like this, it meant something was wrong.

"We have to. Come on." The Time Lady grabbed the teen's hand, pulling her from the sofa and making for the door. The sound of approaching vehicles haunted their ears. The more they listened, the more they realised that they were coming towards them, at great speed. Slamming and locking the door, she ran back through the living room, throwing on her coat and grabbing her sonic device and psychic papers and pulled the teen to the back door. Charging through, she threw it shut behind them, pointing the screwdriver at the lock and activated it until they both heard the click they were waiting for. She took hold of the teenager again.

"Professor, what's the matter?" The sound of breaking glass assaulted their ears.

"RUN!!" The urgency of her voice was enough to make Rhianna sprint behind her. Leaping over obstacles, the Professor grabbed the human, literally throwing her over the back fence before vaulting over it. The back door exploded off its hinges as armed men made after them.

Rhianna felt her arm was about to be pulled from her socket. A couple of times she had fallen behind the much faster Time Lady, only for the woman to pull her along. They made for the woods nearby, hoping that the dense trees would hide them from their pursuers. A couple of gunshots alerted them to the fact that whoever was chasing them meant business. A dart narrowly skimmed the Professor's ear, implanting into the tree in front of them. They leapt over a fallen birch in unison, winding between pines, making their way into the thickest area at the heart of the woods. Only then did they rest. Rhianna panted, willing her pounding heart to calm down. Her lungs burned, her legs ached from running up the hillside. She looked to the Professor. She was barely out of breath! It made her feel quite unhealthy.

"Professor? Who are they?" she panted. The Time Lady set her jaw, listening to the crack of twigs and the brush of padded attire as their pursuers slunk past trees, rustling leaves and knocking branches.

"I don't know. But they seem bent on getting us for some reason," she whispered. Rhianna peeked through the bushes, careful not to make too much noise. They were there. She sat back on her feet, ready to run at any given moment.

"Do you think they know? About you, I mean?" The Professor hushed her, sitting stock-still and listening intently. They were close. Too close. Rustling close by made them both jump, and then sigh with relief. A deer came into their sights. The Professor's eyes twinkled as she came up with a plan.

"Rhee, when I say 'run', run. No hesitation." The teenager nodded. Carefully reaching into her pocket, the Time Lady changed the settings of her sonic probe, pointing it at the doe and activating it. The high pitched whirr shocked the teenager. With a bark, the deer leapt towards their pursuers, creating a distraction long enough for them to make their escape.

"Run!" she hissed. Hurriedly, she pulled Rhianna to her feet and ran as fast as she could away from them, not waiting to see if her plan had worked.

It had. For now, they were safe, running towards the town centre. They stopped, Rhianna catching her breath. Inwardly, she envied the Professor and her larger lung capacity. There was no sign of their pursuers anywhere.

"I think…I think we lost them."

"For now. But they'll be back. Oh!" The Professor slapped her forehead in annoyance. Rhianna flinched slightly.

"What?"

"TARDIS! She's back there! We could have doubled back and been a heck a lot safer!" Rhianna slumped against the wall of a building.

"Well, we can't get it now," the teenager sighed. "They'll be waiting for that."

"Quite right. They'll expect it too much." The Professor thrust her hands in her pockets.

"So, what do we do now?" A police car stalked past. The Time Lady watched it for a moment in suspicion.

"We go. Now." Hauling the teenager to her feet, they once again started running.

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"You WHAT!?" Banachek slammed his fist down on the table. Simmons flinched slightly. "You lost them!?"

"Sorry, sir. She outsmarted us. I don't know how she knew we were there. She just did."

"She's an alien, Simmons! Get that? Not Human! Your tactics may have worked for a human, but we have to tread much differently with this one!" He sighed, wiping his hands down his face, playing slightly with his moustache. "I want her found, Simmons. NBE-1 was a trophy, as was the Allspark, but they were already incapacitated. But what ever she knows, she is a living, breathing, humanoid alien. That makes her invaluable. Do you understand?"

"Yes sir. I understand. We'll search for her." He saluted, leaving the room. "And next time, we'll take her by surprise."

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And that's chapter 2. Sorry it's so short, but it seemed like a good place to leave it. Please RnR! Constructive criticism welcome, as always. No flames.


	3. caught

Hey guys! Thanks for the reviews! They're really great! :) I'm glad you're all enjoying this! I'm really enjoying writing it. So, without further a due- here's chapter 3! On a side note, I know there isn't any Transformer action going on. That's mainly because this is focusing on the Professor and Rhianna escaping Sector 7. Just thought I'd clear that up before anyone starts shouting at me.

Disclaimer: only own the Prof and any other characters I make up on the way. Rhianna belongs to KD Zeal, and the other devices belong to their respective parties.

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It was well into the night by the time the Professor and her teenage friend came to a halt. They were almost on the other side of town now, having picked their way very carefully, staying out of sight of anyone and everyone, using only the back alleys and the occasional backyard when no one was around. They were careful to leave no trace of ever being there. By now, Rhianna was exhausted. Her lungs were burning and her legs ached from the running. Even the Professor looked a little dishevelled, her hair windswept and her face tinted red from the exertion. There was no sign of their pursuers anywhere, yet Rhianna still found herself terrified. Not for herself, not for the fact that the weapons their hunters possessed could kill her. Death meant nothing to her. It was a means of escape should it be needed. No, she was terrified for her friend. Terrified of what they would do to her, what harm they would cause her, all in the name of science. She shivered at the thought of her friend lying strapped to a table, scientists in white coats bending over her. The Professor seemed to pick up on her fears.

"Now now, my dear. Don't be afraid. Not now. There's no time for it now. We'll find a place to settle down for a couple of hours, but we really do need to keep moving. We'll leave the town and head into the city. Ok?" Rhianna nodded, looking at her watch. It was 10 o'clock now. If they went at about midnight, there was a chance that no one would be around to see them. She couldn't help but feel exhausted. She had never ran so far and so fast before, not even when escaping the Jacobsons'. She felt a pat on her shoulder, looking up to the Time Lady. Even in the dim light, she could clearly see the expression of concern on her face. She looked where the woman was looking. It was that police cruiser again. It must have followed them.

"Stay low." They ducked behind a dumpster as it slowly stalked past the alleyway they occupied. The Professor listened carefully, waiting for the sound of the car moving away. Only then did she peek out from behind their hiding place.

"I don't like this. I don't like this at all," she stated, her voice hushed.

"What is it, Professor?" Rhianna whispered back in reply. The Time Lady simply shook her head, peeking her head around the building. The police saleen sailed round the corner.

"Come on."

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: I think I've spotted them again, sir. They've moved from their previous position. They're near the main route into the city:

"Well done, Johnson. Carry on with your observations. Radio in when they make a move."

: Yes sir: The head of the organisation clicked off the radio, musing over how good an idea it had been t put one of S7's disbanded agents into the police force. Especially now that he was needed to keep an eye on their targets. He activated the radio again.

"Banachek. Simmons, report to my office immediately." He didn't wait for a response. With in minutes, the chief agent appeared at the door, closing it behind him before saluting.

"Simmons, we've found them. Assemble a strike force and head to South Woodland Hills."

"Yes sir." He turned to leave.

"Oh and Simmons?" the agent turned.

"Yes sir?"

"Don't fail this time." He saluted, leaving the office.

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"Ah, here we are. It's only small, looks locked up actually, but I'm sure we can find a way in." They stood in front of a small B and B.

"But, Professor, isn't this a little too obvious? I mean, this will be the first place they look. Besides, we don't have any money."

"Maybe, but just think. A lot of people come to places like this. And there'll be a few further down. Besides, toss up between here and the streets." Rhianna shrugged, nodding towards the door. The Professor smiled, bounding up the few steps, the teenager a few steps behind her. The Time Lady rapped on the door, earning a disgruntled mumble from inside. A middle aged, well to do man appeared at the door.

"Its shut!" he called through the door.

"I'm well aware of that. This is important." Rhianna was actually surprised at the authoritative tone in which the Professor spoke. The man opened the door, immediately having the Professor's ID badge and credentials thrust in his face.

"Sorry to trouble you at such a time. Miss Rae Columbus, Inspections Board. Mind if we come in? Thanks." Without waiting for a reply, she pushed in, Rhianna following. The manager regarded the teenager with suspicion. "Oh, don't mind Miss Richardson. She's my niece, coming around with me as part of her work experience. Isn't that right?" Rhianna nodded. "We're doing a spate of random surprise inspections in the area, you know; keep everyone on their toes and what not. Mind if we take a look around, Mr…." Overcoming his shock, the manager replied.

"Stevens. Mr Stevens."

"Very well, Mr Stevens. Would you mind showing us around?"

"Oh, no, no not at all." he beckoned for them to follow him. As the Professor pulled a notepad and pen out of her impossibly large pockets, Rhianna took her chance.

"Miss Richardson?" she whispered as they followed the manager through the silent hallways.

"Well, of course. An alias. Keep our identities hidden." She nodded at the manager, replying to him as she looked around the empty dining area. They pressed on.

"And the 'Surprise Inspection'?"

"A cover. Like you said, we don't have any money, and some how I doubt he'll take Galactic Credits." Rhianna fought to hide the smile, trying to look as professional as she could, though she really didn't feel like she looked it.

Soon, the 'Inspection' came to a halt. They found themselves back in the main lobby.

"And that's it. I'm sorry I can't show you the other guest rooms, everyone will be asleep."

"Understandable, especially at this time. Now there is one more thing. We'll require a room for the night."

"What on Earth for? Haven't you seen everything?" Rhianna looked between the Time Lady and the manager, a little apprehensive.

"Well, we have a long journey ahead of us, don't we?" Rhianna nodded. "Besides, my niece here is tired…"

"Alright, alright. I'll give you the spare room." Mr Stevens pushed through files in the desk draws, pulling out a key. "Follow me."

"Thank you very much, sir." By now, Rhianna's apprehension had grown. Something was wrong. She didn't know how she knew, she just did.

"Here we are. Sleep well, ladies." The door closed behind them. Rhianna felt trapped, surrounded. Why?

"Professor, I don't like this. I don't like this at all."

"I know my dear. I know. We've over stayed our welcome." Reaching into her coat pocket, the Professor pulled out her device, activating and pointing it towards the window. There was a click as the lock slipped. Pocketing her device, the Professor paced to the window and looked out. It wasn't a very long drop, they could make it easily, but there was a very high fence. Something that even the Professor couldn't vault over. She cursed in a language unknown to the teenager, turning and closing the window.

"We'd have to go through the main way." She covered the ground in two long strides, flattening herself against the door and listening. There were footsteps and hushed voices. She backed away from the door to the window.

"We have to get out of here…" There was a crack of glass.

"Professor?" She didn't respond. The Time Lady was stiff as a board, a blank expression on her face.

"Professor? What's wrong?" She giggled a little, suddenly slumping into the bewildered teenager's arms.

"Professor!!" Parting the Time Lady's blonde hair, Rhianna found the reason for her collapse. Wine red eyes widened at the sight of the dart protruding from the back of her neck. She cried out when the door was suddenly kicked open and eight or nine armed men stormed the room. Among them was Stevens.

"Sorry we had to do this to you, sweetheart, but how else could we get your alien friend?" he smirked.

"You…you…" she cried out in rage, leaping at the middle aged man. Two agents grabbed her arms, forcing them behind her back, fastening handcuffs to them. They did the same to the tranquilised Time Lady, dragging her up unceremoniously. She was still conscious, groaning weakly. Simmons stepped into the room, a snide smile on his face.

"Thought you could out smart us, did you alien?" He slapped her face. "Take them both down." Rhianna went quietly, watching with tear filled eyes as the Professor was dragged in front of her. Simmons activated his radio.

"Simmons to Banachek. We have them."

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And that's chapter 3. Hope you all enjoyed! What's going to happen to them now? Stay tuned to find out


	4. confrontations and a new friend

Ok guys, sorry about the wait. This chapter was a little more difficult to write than I'd anticipated. But, never mind, its here now. Hope you all enjoy it!

Ok, just a recap- the Professor and Rhianna have been captured by remaining agents of Sector 7. Now the real fight for freedom begins. Will they make it out? Or will they become simply experimental tools at the hands of S7's scientists? Read on to find out.

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Darkness. That was all that greeted Rhianna as she came round. She had put up a hard fight, trying to free herself and the Professor from Sector 7's clutches, but was knocked out in the process. The Professor! Where was she? What were they doing to her? She had to find her, maybe even warn the agents of the dangers of experimenting on the Time Lady! She flinched as the lights came on, blinding her.

"Ah, Miss Jacobson. You're awake." Rhianna growled at the smug voice of the agent.

"It's not Jacobson. It's Westcot. And who are you? Where's my friend?" The agent chuckled. Two others stepped through the door.

"I wouldn't worry about your 'friend'. She's quite...comfortable." She couldn't help but notice the sarcastic undertone of the statement.

"I want to see her."

"All in due time, my dear, but right now, we have a couple of questions to ask you." Simmons folded his arms over his chest, sitting in a seat the teenager hadn't noticed.

"Not until I see the Professor." Her bravado must have been more convincing than she had thought, as one of the agents kept glancing between her and Simmons nervously.

"Johnson, Phelps, leave us for a moment." They nodded, exiting through and closing the door. Simmons leaned forwards in the chair, clearly hoping to look intimidating.

"Miss Jacobson..."

"Westcot!"

"What ever you want to be called, I hope you realise that you're really in no position to withhold information from Sector 7. It is, after all, a federal offence to refuse to give information, when asked, to a government body. You do know this, don't you?" Rhianna growled. "I mean, I would really hate to have to upset you're dear aunt and uncle by sending their only niece to jail. How would they feel about that, hmm?" How would they feel? They'd probably only care about how it would affect their images. Then something struck; something she'd heard on the news. She smiled slightly.

"The problem is, you're not a 'government body' anymore. You were disbanded by the President himself! So you have no grounds to hold me OR the Professor here! You yourselves are committing an offence by holding us here against our will!" Simmons became rigid, his eyes stern.

"Watch that mouth of yours, girl, or you may find yourself in even deeper trouble than you are now." Rhianna laughed inwardly. She'd won a small victory by catching the agent on such a sensitive topic, clearly one he was unprepared for. As she watched, he thrust himself up off the chair with such force it nearly toppled over. Glaring at her, he stormed to the door, slamming it closed behind him, casting the teenager once again into darkness with nothing more than her thoughts and fears for company.

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The Professor shook her head as the sedative finally wore off, using all of her concentration to stop the room from spinning and clear her foggy mind. She was fully aware of the bonds wrapped tightly around her wrists behind her back. She was rather surprised that they'd left her coat on, and rather thankful for that matter. She became aware of the door opening, allowing half a dozen, armed agents to swarm into the room. She was aware of someone practically storming towards her, anger flowing off his very aura. But her facade was very convincing, and they didn't realise that she knew. So she couldn't help but laugh when the agent closest to her leapt back in shock and apprehension when she snapped her head up and looked at him.

"My my, jumpy aren't we?" she chuckled, smiling her brightest and friendliest smile.

"You won't be so cocky when we're finished here!" The Professor casually looked around the room, almost as one would when looking around a museum or art gallery. _'Just as I thought, we're in a laboratory. Rather shabby one at that.' _

"Oh?" She sighed, shaking her head in exasperation and amusement at the sight of the various drugs and vials laid out upon the table near her."Honestly, you humans are a curious race. One thing I like about you, to a certain extent. But seriously, do you ever stop to think of the consequences of your actions?"

"So you admit you're not human then? What are you? Martian?" Various chuckles echoed around the room. She allowed herself a small smile. She had been in several situations like this before, practically became a regular day in the office, and she was used to these remarks.

"Oh no, definitely not. If I was Martian, believe me, you would know about it. Wouldn't just be one of us on this entire planet for starters. And you wouldn't have been able to keep me here." Chuckles died down into a heavy and, in some cases, stunned silence. She smiled. Clearly she had spoiled a joke. One of the younger agents seemed rather restless and excited, almost like a child who had been told that there really was an Easter Bunny.

"You...you mean there really are Martians?" he beamed, professional facade forgotten. The Professor chuckled at the young man and the irritated sighs of the older agents. At this present moment in time, she felt like the guest of honour.

"Yes, several races in fact. Mars was once a thriving port planet, if I remember correctly. Until the drought about 500 years ago. Oh, but that's galactic years, dear."

"Enough of this nonsense! Galactic years? What the hell do you take us for?!" The Professor mulled over the question.

"Well, I would say members of a rather civilised, well-mannered race, but every species has their exceptions to that rule." She matched Banachek's glare with one of her own. "Where's Rhianna?" The suddenness of the question and the seriousness of her voice took the agents by surprise. They looked at each other.

"I'm the one asking the questions around here, not you!" Banachek hoped that by raising his voice to their captive he would be able to get a little more control over her. Not likely.

"I do not care that you are asking the questions around here! I asked you a question! Where is RHIANNA!?" Her deep, bright green eyes seemed to turn icy and stern in front of them. He cleared his throat, regaining his composure.

"The girl is none of your business, alien. She doesn't belong with you." Her eyes glowed with a fire so deep and hot, many of the agents stepped away from her for fear of getting burned.

"None of my business? Oh, she is my business. She has always been my business." Her voice was quiet, deadly. "Now, where is she?" Banachek simply glared, only vaguely noticing his head agent step through the door. "I swear, if you've harmed her in any way..."

"What? What will you do? You're spaceman friends going to hunt us down? Or are you friends with those giant monstrosities living on this planet, too?" The Professor growled. These men were really starting to annoy her. She found herself thankful, as she pulled on her cuffs, that she was not a thing like her first incarnation. Her much younger, red-haired, easily angered self would have probably tried every which way to get out of the situation, while not actually thinking about it. Simmons and Banachek seemed to be talking amongst themselves, fairly confident that she wouldn't be going anywhere. The others stood watching them. None of them noticed her pulling her coat up to her hands, a bit at a time. _'This is why I prefer long coats'_ she thought, feeling the edge of the pocket just under her fingers. Slowly slanting her body for easier reach, managed to dip her long fingers into her pocket, touching the end of her prize. With a small smile, she hooked them, round it letting the coat fall back to the floor. She deftly pushed it up her seam, lodging it in her sleeve, just as they turned back to her.

"It seems your friend won't say anything unless you are present. Get her on her feet. We're going to pay your young friend a visit." The Professor effectively hid her smile. Things were starting to work out for her.

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The walk down the corridor was a silent one, the sounds of heavy footfalls echoing of the walls and the ceiling. The Professor looked to the young man who had been so excited before. He wasn't meant to be here. He should probably be in university. He kept glancing at her, nervous. She was thankful he was the one to hold on to her.

"What's your name, young man?" she asked softly, so only he heard. He looked around; making sure no one was watching or listening.

"Henshaw. Agent Henshaw." She sighed.

"I mean your name, not what they call you."

"Peter." He smiled slightly.

"Nice to meet you, Peter. How old are you?"

"Twenty three. Why d'you ask?"

"Curiosity. Continue later, seems we've stopped." Banachek turned to the young man.

"Make sure she doesn't escape. Simmons and I have...something to sort out." He glanced at the Time Lady, meaning shining in his brown eyes. She maintained a stoic expression, though inside she was laughing. They left her with five others, including Henshaw. She watched as the door opened, her eyes betraying the anger she felt at the darkness of the room. How dare they deprive of her of light! She was pushed in, her eyes adjusting relatively quickly to the change in lighting, her hearts beating out a rumba. Henshaw let go of her. The Time Lady made her way over to the teenager with as much dignity as she could muster.

"Rhianna? Come on now, my girl, you can have a nap later. It's the Professor." Her red-brown eyes peered over her arm as they adjusted to the light.

"Professor?" The (much) older woman winked jovially. Rhianna threw herself at the Professor, pulling her into a one sided embrace as the Time Lady spun slightly so her back was facing away from the agents. She saw her shake her hand a little, a black tip falling into her palm. Rhianna reached round and took it, understanding immediately what she wanted her to do. Until they were suddenly pulled apart.

"That's enough! Hey, where'd you get that from?" Johnson approached the teenager.

"Now Rhee!" The Time Lady shifted, her hand outstretched, even in cuffs. The fifteen year old threw the instrument to her, sighing in relief as she effortlessly caught it, pointing it to the cuffs and activating it. Three agents dived at her, crashing into each other as she dodged out of the way. The cuffs came off with a satisfying click. Rhianna tried to run to her, only to be held back by another agent. The Time Lady took the others by surprise as they leapt at her, only to be grabbed round the wrists and crashed into each other. One went down, while the other was flipped over her shoulder after calling for back up over the radio. The Professor pocketed the cuffs and brushed herself down, looking up at the sounds of a struggle.

"Pete, let go of her." The young agent did so, and Rhianna ran into her arms. "It's alright, Rhianna, it's alright." She looked to the young agent, who backed up a little.

"Right then. Can't stay here. It'll be swarming soon. Coming, Pete?" The agent looked at her.

"What?"

"I said, are you coming?" Rhianna looked from her friend to whom she thought was the enemy. If the Professor trusted him, then that was good enough for her. Henshaw seemed unsure.

"We don't have time to discuss it. Come on, you two!" Grabbing Rhianna by the hand, Henshaw following, they took off along the corridors, hoping that soon they would find their escape.

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Ok, just before you all start wondering, I liked the idea of the Professor being able to pull one of the S7 agents into partnership with her. He will become useful later. Hope you enjoyed!


	5. a plan is forming

I seem to be on a role at the moment when it comes to stories. I hope you're enjoying reading this as much as I'm enjoying writing it!

Disclaimer: Only the Professor and Peter Henshaw are mine. Rhianna belongs to KD Zeal. I'm just borrowing her for this story. Everything else belongs to their respective owners.

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They ran through the corridors, stopping every so often so the humans could catch their breath and get their bearings. The Professor stood in the middle of the corridor listening to the sounds of booted feet hammering against the floor, her back to the way they had just ran. Orders were being shouted somewhere behind her and the sounds were coming nearer.

"Come on, we can't stay in one place for too long. Pete, which way to the nearest exit?" Regaining his composure, the young man pointed further down the corridor.

"Down there and to the right." She nodded.

"Which means I need to go left."

"What?!" Her companions looked at her, dumbfounded.

"Trust me. I need to shut them down, make sure that they can't operate. I can't very much do that from the outside now, can I?" Rhianna shrugged.

"I guess not."

"Right. It's decided. You two head for the exit. Once you get out, get out of sight and wait for me. Whatever happens, don't come in. I repeat, do not come back in." The teenager nodded, while the now ex-agent looked at her as if she had lost it.

"You're insane! Utterly mad! They'll slaughter you if they catch you deeper in the base!"

"They'll slaughter me if they catch me _outside_ of the base. No difference, except in setting. Besides, I have a couple of tricks up my sleeve. No time to explain. They're coming." She froze as an odd feeling washed over her. Something wasn't right. The looks on their faces confirmed her suspicions.

"They're right behind me, aren't they?"

"Yes we are, alien." She switched on a grin and spun to face them, her long black coat twisting around her.

"Oh, so you found us then? Well done. Now here's another challenge." Without warning, she twisted, grabbing the teenager and the man by their hands, yanking them with her as she took off down the corridor. They turned the corner as a hail of bullets followed them.

"After them! Don't let them get away!"

It was a few moments before Peter realised something was wrong.

"Professor, we're going the wrong way!"

"Yes, I know we are. I figured that out quite well by myself, thanks." She skidded to a halt, making them bump into her.

"Professor?" Rhianna glanced over her shoulder and froze.

"Which way to go, which way to go. Left, right or straight down? Any suggestions?" She glanced at the humans, listening to the approaching men. "Hmm, no time for Eeny meeny miny mo, or Hot Potato. Shall we try pot luck?"

"You haven't given your escape route very much thought, have you?" Peter accused.

"Well, I never really planned this far ahead. I'm making this up as we go, to be fair." A bullet whizzed past her head, making her decision for her. "Left!" She was running again, her companions after her. There was a large door in front of them. The Time Lady didn't stop as she scooped her instrument from her unnaturally large pockets and activated it, practically throwing herself into the door and heaving it open.

"Really hope this isn't their lounge." It appeared that she'd made the right decision, as more corridor faced them. She pushed them inside, slamming the door shut and locking it. She kissed her screwdriver.

"A friend of mine gave me this, you know. A long time ago. Well, I say 'gave me it'. I mean he let me borrow it. Well, I say 'let me borrow it'. I mean it's a spare that he'd decided he didn't need." She pocketed it again, strolling down the corridor as if there weren't angry armed men trying to ram the door down. The Time Lady spun, walking backwards at the same speed, keeping eye contact with her friends. They followed her.

"Where are we going Professor?" the teenager asked finally.

"No clue, my dear. Not a single, solitary, lonely clue. Any ideas, Petey?" He nodded.

"If we keep going down here, we'll end up at the labs." She beamed.

"Wonderful. Just where I want to be."

"Why?"

"So, my dear, I can figure out what's going on and just how they knew who and what, albeit not entirely, I am. There must be something that I've missed, something staring me right in my face, under my nose, between my eyes, somewhere I should be able to see it but clearly aren't. And if I keep walking like this, I'm going to crash smack-bang into something." She spun around so fast, Rhianna felt dizzy. Peter flashed the teenager a look.

"Is she always like this?" She nodded.

"As far as I remember, pretty much." The Professor couldn't hear, or if she could, she wasn't paying attention, walking casually down the corridor as if she was strolling in the park, whistling a tune from a musical of some sort.

"Have you known her long?" he asked.

"Erm, kinda. My parents knew her. They were...travelling companions of hers."

"Before my first Regeneration and before they settled down of course." The teenager couldn't help but laugh. So she was listening after all.

"I'm sorry, Regeneration?" The Professor glanced over her shoulder at the man.

"Long story. I'll tell you later. Let me guess, this it?" She pointed to a door at the left of her.

"How'd you know?"

"Oh, you know: big steel doors that look like they shouldn't be entered without the proper permission because something dangerous could happen if something goes wrong."

"Right. So it has nothing to do with the fact that it says 'Laboratory' above it?" The teenager cocked an eyebrow, her wine red eyes glinting in humour as she folded her arms.

"Does it?" The Professor glanced up at the sign. "So it does. Well spotted, Rhee." She beamed to them. "Shall we?" The Professor pushed the door open and then immediately slammed it shut again, looking rather nervous.

"On second thought, no, not this one. Not this one at all."

"What's the problem, Professor?" As if in answer, the Time Traveller was thrown from the doors as armed men exited, surrounding them. A brown haired, moustached man bent over her as one guard each grabbed her roughly by the arms and hauled her to her feet. In front of her, her friends were struggling against their own captors.

"Big mistake, BE." She frowned, staring him out.

"BE?"

"Biological Extraterrestrial."

"Ah, as opposed to _non-_biological extraterrestrial I presume? Well, I've heard worse." She could hear Rhianna struggling as they were hauled into the room. The Professor's coat was taken from her and thrown across the room.

"I'm glad there was nothing breakable that was of value in there, or I may be really cross." Banachek turned and glared at her. She didn't even flinch. After a moment, she sighed.

"Let them go. You have me. I'm the one you want, so let them go."

"What, so that they can run and get your other big metal alien friends? I don't think so."

"You know, that's the second time I've heard you refer to another race. Who are you talking about?"

"Wouldn't you like to know?"

"Kind of why I'm asking." He growled, turning on her.

"By the end of today, you won't be interested. By the end of today..."

"Let me guess. By the end of today, I'll be another of your experiments who will either be dead, a success or turned completely insane. Am I right?"

"Pretty much." He picked up a vial filled with a strange blue liquid, smiling.

"Do you know what this is?"

"Liquidised transformic energy. Mainly used on mecha-planets to bring inanimate objects, quite literally, to life. Highly volatile with the right amount of coaxing, and extremely toxic to biological creatures. Don't spill any on yourself." He chuckled, reaching for a syringe. The teenager struggled to get to her friend.

"What are you doing?! Let her go! Let us go!" Rhianna stamped on her captor's foot, earning her a slap for her troubles. This angered the Professor.

"Oh, you shouldn't have done that." Putting all her strength into her next move, she kicked at Banachek, catching his hand and sending the vial rocketing into the air. He dived for it, dropping the syringe in the process, only just catching the vial before it collided with the ground. Using the momentum and her greater strength, she kicked backwards, hitting one of the guards in the shin. He shrieked and went down, clutching his leg. She grabbed the other by the arm and swung him into the guard holding Rhianna, grabbing her coat and taking hold of the girl. In the confusion, Peter managed to pull away, fending off another agent as the women made their escape. As she went past, the Time Lady grabbed him by the arm and hauled him along. They ran back down the corridor, pushing through a door into a storage cupboard. Locking the door, they took the chance to catch their breath.

"Are you alright, Rhee my dear?" She nodded. Using the blue light emitted from her device, the Professor glanced at her cheek. There would be a lovely mark there later. In the small amount of light, they could see her eyes sparkling in determination and anger.

"This ends. Today."

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Ok. New chapter. Wonderful! Hope you enjoyed it! You know the drill, Con Crit. welcome. Flames...not as much.


	6. seperated

Ok, I fell like I'm on a roll at the moment. Hope you're all enjoying it as much as I am writing it!

Disclaimer: the only people who belong to me are Agent Henshaw and the Professor. Rhianna belongs to K D Zeal, who kindly let me borrow her. Everything else belongs to their rightful owners.

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On they ran. The Professor kept tight hold of the teenager's hand as they ran down corridors, dodging bullets and agents. They had exited the storage cupboard, hoping that the agents had gone past. No such luck. It appeared that they had been waiting for them. And now, they were nearing the exit. But would the Time Lady come with them? Peter was leading the way, now more determined than ever to get them out. He had never agreed with what the organisation had done, ever since they had captured that yellow robot. He still shivered when he remembered the sad sounds it had emitted as it lay strapped to the podium. He couldn't have been happier when they had released him. He was not going to let them do the same to his new friends. The Professor understood him; she knew what he was about. She knew that he didn't agree with them. How she knew, he couldn't guess, but she did. And that was all that was needed.

"This way!" he called, pushing the door open. The later afternoon sunlight shone in through the door.

"Wonderful. Onwards you go. The both of you." The Professor tried to drop the teenager's hand, but Rhianna kept tight hold.

"I'm not leaving you Professor. You either come with us, or I come with you."

"Me too." The blonde haired woman sighed.

"How did I know that you two were going to do this, hm?" She folded her arms. They weren't backing down. Throwing her hands upwards in defeat, she turned back towards the corridor.

"Ah, right. Well, it seems that you chaps have found us." The way was blocked as Banachek and his men stood behind them.

"You won't get away, alien. Even if we have to kill you."

"No! You can't!" The Professor pushed the teen behind her.

"Rhianna, please. Let me handle this, ok?" She turned back to the agents. "I will ask you just once more. Let them go. You have me. I'm the one you're after, the one you want. You have no problem with these two. Well, with Pete, maybe, but not with Miss Westcot."

"They are both involved now, so I'm afraid we really can't let them leave. They're involved with you. Just like that boy with his car."

"What about his car? What has a boy and his car got to do with this?"

"Never mind that." He turned to the agents behind him. "Arrest them." The Professor turned to her friends.

"Run." And out the door they went.

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Rhianna stopped running, turning to see if they were being followed.

"Pete! Where's the Professor?" The door was shut, and there was no sign of the Time Lady.

"You don't think she...?"

"I do. That stupid, stupid woman! They're going to kill her! And it's all my fault!" Rhianna kicked at the ground, sending stones flying. Peter placed his hands on her shoulders.

"It's not your fault, Rhee. She knows what she's doing. I hope. C'mon."

"No. I'm not leaving her. The last time I saw her was at my parents' funeral. She stayed in the background. She promised that she would take care of me, that she would never let anything happen to me. Until they took me away. I had to stay with my aunt and uncle. They moved so many times because she came for me. She didn't know where we were, and no matter how many times I tried to contact her, it didn't matter. That's one reason why I ran so many times. I was trying to find her." she sighed. "I'm not going to lose her again. I'm going to rescue her, even if I get myself killed."

"Now c'mon, Rhee. What use would you be to her if that happens?"

"I'll know that I'm doing it for her. No one will miss me, except her perhaps. But she has no one. Don't you understand? If they kill her, then that's it! Her race will be gone! Dead!" Peter was quiet. Did that mean she was the last? "I'm not going to let that happen. I can't let that happen! So you can either stand there like a dork or you can help me. But _I'm_ helping _her_." He nodded.

"Alright, I'll come with you. If only to make sure that you don't get yourself killed. Besides, I know the base. I think I may know where they've taken her. C'mon."

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The Professor sighed. She was once again cuffed, her hands behind her back, and being paraded down the corridors. She made a mental map of where everything was for when she managed to escape again. _'Forgive me, Rhee. I didn't want to leave you behind again, but this was the only way to stop them from pursuing you. I'm sure you'll understand.'_ The cuffs were quite strong this time, and her coat had been taken from her. Her device was in the pocket, meaning that now she had to get out of them the old fashioned way. They finally entered the same room that they had escaped from. The syringe still lay trampled on the floor.

"Hm, seems you boys don't pay very much attention to hygiene around here. Awfully dangerous leaving shards on the floor. Someone could trip and hurt themselves."

"Oh shut up! I've heard just about enough of you're incessant jabbering!" Simmons shouted in her face.

"Yep, that's me. Jabber-jabber-jabber." Banachek shook his head at the chief agent.

"Now, alien."

"Please, just call me Professor. Or Rae. Or Miss Columbus. No more of this 'alien' thing, ok? We may as well get to know one another." She grinned at the moustached man. The vial was on the table next to her, its contents glowing. She rested her gaze on it. "You really planning on using that are you?" Banachek smirked.

"Why? Are you afraid?"

"Who, sir? Me, sir? No, sir.1 Don't you just love that book? The movie was good, too." Banachek shook his head.

"Such a strange person. Then again you are an alien."

"Yep! That's me! I'm as alien as they come!" He motioned to the guard holding her and before she knew it, she had been pushed into a chair, her arms draped over the back.

"Leave us. Simmons, you too." The agents saluted and left the room. Banachek waited for the door to close before continuing.

"Now, Miss Columbus, as you wish to be called, seeing as you're so knowledgeable, do you know what this stuff will do?" He held the vial in front of her.

"Haven't the foggiest. Though I'm willing to bet that it'll hurt a lot."

"Well then, shall we find out?"

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"Once we get her out of here, we're calling the authorities."

"And get them locked down for good? Sounds good to me. But won't they arrest everyone who has any association with the agency?" Peter turned to the teenager and nodded.

"Yeah. But I'm willing to go down for the crimes I've committed. Just so long as I know that I've done something to help first. Here." They stopped in front of an old battered door. "Believe it or not, this doubles up as the fire escape." He produced a swipe card and pushed it into the lock. It beeped and opened, allowing them entrance. And once again, they headed into the artificially lit base.

"What do you think they're doing to her?" Rhianna asked, a slight tremor in her voice.

"I'm trying not to think about it. She's pretty smart, your Professor. I'm sure she's already come up with some way of escaping."

"I doubt she's tried. She'll be doing this on purpose. She's going to be pretty mad when she sees us."

"She won't be. C'mon, this way." The corridor looked familiar. It was where they had been before!

"Are these the only labs in the base?"

"The only operational ones, yeah. Pardon the expression." She nodded. A crash caught their attention. They looked at each other and ran for the laboratory.

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Cripes! I hope they find her in time!...What am I saying?! I'm the one writing it!

I hope you enjoyed this chapter! It may be a while before the next one. I have those hideous things called exams. (grumble) you should know the score by now.

1- 'The Scarlet Pimpernell' I just loved that quote and I had to use it. It fits the Professor perfectly.


	7. dilemma

Hey all! Sorry for the delay in update. Glad so many of you are still enjoying this!

Ok, when we left the last chapter, the Professor had gotten herself captured while trying to keep Rhianna and Peter safe.

Just so everyone knows, the first part of the chapter is from the Professor's point of view.

Disclaimer: The Professor and agent Henshaw are mine. Rhianna belongs to that fabulous writer KD Zeal. S7 belongs to Bay and friends.

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She knew this was going to happen when she stopped running. She knew that they would cuff her and lead her back to the sham of a laboratory. Humans. She never would understand them. She sighed inwardly, her hands cuffed behind her back, draped over a chair with a rather strangely temperamental human male hovering over her. She now knew how a toy felt when an excited child ripped off the packaging. The Professor wished that she'd thought this far ahead. The sonic probe was in the pocket of her coat, which was lying too far away for her to do anything about it. She watched as Banachek pushed the needle into the vial and drew out the same bright blue liquid that he had tried to inject in her before. He'd asked her if she knew what it was. Of course she did. Did she know what it would do to her? Vaguely. The Professor assumed it would probably kill her. She wasn't even sure if regenerating would do any good with the concoction racing around her bloodstream. It was possible that the fluid would make it worse. Poisons and illnesses she could burn off with the regenerative energies. But this? This was different. It wasn't meant for organic, carbon-based life forms, or 'flesh creatures' as she'd heard a few of the high-tech robotic species say. She decided to try to reason with the man one more time.

"Are you really, really, positively, absolutely one hundred percent sure that you want to use that? I mean, it could have extremely adverse affects on everything. Have you really considered the danger you're putting yourself in? You don't even know what's going to happen."

"That, as you should know, is the beauty of science. Now shut up and take your shot like a good girl." The Professor narrowed her eyes warningly, waiting for the right moment. When he was close enough, she kicked out at him. She felt the impact as she struck his leg, watching as he toppled with a startled cry, the syringe dropping to the floor and cracking. 'Such flimsy material' she thought with a slight smile. 'Must be careful not to step on it when I finally get out of these things. Could be as bad as nanobots, or even Vashda Nerada'. She pulled at the cuffs, trying to squeeze her hands through the hoops. However, they were of the kind that got tighter the more you struggled. She pushed herself up and on to her feet, making for her coat. The Professor realised when she got to the slumped material that she hadn't thought this through. How by Gallifrey was she going to pick it up? Kneeling down with her back to the garment, she tried to reach for it. An ominous click stopped her in her tracks. Looking up, she saw the head agent standing over her, gun in hand and a snarl on his face.

"You'll pay for that."

"Would you like cash or cheque?" He snarled. The Professor simply stared, silently wondering how Rhianna was getting on. She hadn't wanted to leave her alone again, but it was the only chance the humans had to escape. Still, the Time Lady had the nagging suspicion that the girl hadn't stayed away. Silly girl. Silly human girl. She turned her attention back to the agent. His eyes met hers. His brown eyes seemed to burn with unholy rage as his finger squeezed the trigger. Acting quickly, the Professor lunged forward, knocking the human back with such force that he dropped the gun as he crashed into the table behind him, knocking glass tumblers and pieces of equipment to the floor, the ruckus resounding off the walls and echoing down the corridors.

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Rhianna and Peter were getting closer to the laboratory door, halting their progression as a group of agents raced towards the same destination from behind them. Clearly they had heard the crash, also. A couple noticed the two, shouting after them as Peter grabbed the teenager and pulled her into a door way, drawing a gun he had picked up on the way. Using himself as a guard over the teenager, he shot at the agents, causing them to run for cover. He ducked back into the doorway as they returned fire.

"We can't stay here! We're sitting ducks!" Peter manoeuvred them both down towards the laboratory, making sure to face the agents. There was another crash from the room near them, catching their attention. Rhianna dove for the door, slamming it open. Peter got off a couple more shots before throwing himself inside after her. Slamming the doors shut, he turned to the scene in front of him. The agent was on his back, looking rather stunned, the Professor just getting up. Her eyes seemed to shine when she saw the two humans.

"What are you two doing here!? I told you to go! You shouldn't be here!" Rhianna stiffened a little.

"I had to find you. I couldn't leave you behind." Banachek finally came round from his shock, standing. The Professor and the two humans turned to him. He scowled, his face turning a rather worrying shade of red in his rage. Hands shaking in anger, he pointed his gun at the three.

"I'm not going to lose you! I've worked too hard to keep this government body up and running, and I'm not going to lose it now!" The Professor moved herself between the agent and her friends.

"Now Banachek, I know for a fact that you're not going to fire that thing in here. There's far too many volatile chemicals in this area, too much of a fire risk, too much of a chance that your base will come toppling down around you, quite literally and quite violently I might add. However, if you do intend on firing that thing in here, I have only one request: let them go first." Banachek snorted, pointing the gun directly at the Professor.

"I don't think so." Before he could fire, the Time Lady lunged forward, knocking him round as his finger squeezed the trigger, firing the bullet right for the vial of the blue, glowing fluid....

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Like I said before, sorry for the wait. I've been suffering major writer's block for all my stories. Hopefully this'll spell the end of that. Please read and review. No flames please. Ta!


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